MINING
EXPLORATION AGREEMENT WITH THE OPTION TO BUY, BETWEEN ROBERTO PRECIADO, IN HIS
OWN RIGHT (WHO WILL BE REFERRED TO AS THE “CONCESSION HOLDER” THROUGHOUT THE
FOLLOWING DOCUMENT), WITH THE CONSENT OF HIS SPOUSE, MRS. BERTHA ELENA MARTINEZ
ESPINOZA, AND ORO DE ALTAR S. DE R.L. DE C.V. (WHO WILL BE REFERRED TO AS THE
“COMPANY”) REPRESENTED BY ITS SPECIAL POWER OF ATTORNEY HOLDER, IGNACIO LIMÓN
GONZÁLEZ, IN ACCORDANCE WITH THE FOLLOWING STATEMENTS AND
CLAUSES:
  STATEMENTS
  I.          The
Concession Holder states that:
  I.1.
              He
      is an individual of Mexican nationality, with the legal and financial
      power to enter  this agreement; and is married to Mrs. Bertha
      Elena Martinez who has appeared  willingly to express her
      consent to the terms and conditions of this
  agreement.
  I.2
              He
      is the legitimate holder to the following mining concessions
      (hereafter,  indistinctly, “Conseciones Mineras” (Mining
      Concessions) or “Lotes Mineros”
  (Mining  Lots):
  Name of the Mining Lot
                                                  
                                                  Title Number
                                                  
                                                  Surface (Hectares)
                                                  
                                                  MunicipalityEl
      Cometa
                                                  
                                                  216684
                                                  
                                                  9.0000
                                                  
                                                  Sáric,
      SonoraEl
      Cometa 2
                                                  
                                                  219812
                                                  
                                                  91.0000
                                                  
                                                  Sáric,
      SonoraEl
      Cometa 4
                                                  
                                                  225824
                                                  
                                                  20.0000
                                                  
                                                  Sáric,
      SonoraEl
      Cometa 5
                                                  
                                                  225092
                                                  
                                                  260.5752
                                                  
                                                  Sáric,
      SonoraEl
      Cometa 5
                                                  
                                                  225051
                                                  
                                                  65.9935
                                                  
                                                  Sáric,
      SonoraLalo
      1
                                                  
                                                  229206
                                                  
                                                  29.0000
                                                  
                                                  Sáric,
      SonoraLalo
      1
                                                  
                                                  227384
                                                  
                                                  611.3590
                                                  
                                                  Sáric,
      SonoraLalo
      2
                                                  
                                                  229255
                                                  
                                                  97.7623
                                                  
                                                  Sáric,
      SonoraLalo
      2
                                                  
                                                  227383
                                                  
                                                  21.2562
                                                  
                                                  Sáric,
      SonoraCometa
      4
                                                  
                                                  222784
                                                  
                                                  58.5084
                                                  
                                                  Sáric,
      SonoraLalo
      3
                                                  
                                                  231330
                                                  
                                                  37.6.6406
                                                  
                                                  Sáric,
      Sonora
  
  I.3
              The
      Mining Concessions are in force and in compliance with the
      obligations  established by Mining Law and its Regulations, in
      regards to Federal Law Rights;  and that until the day this
      agreements was entered, no official letter was issued by  the
      General Mining Authorities or any other authority which can affect in any
      form  the rights derived from the Mining
      Concessions.
  I.4.
              The
      mining concessions are free of any and all kind of responsibilities,
      liens,  impediments, impositions, or claims from third parties,
      including but not limited  these, contracts, promises,
      agreements, options, royalties of any kind,
      embargos,  notifications of embargo, seizures, notifications of
      seizure, expropriation, temporary  occupations, easements, debt,
      contingencies, obstacles, and administrative or  judicial
      litigations or proceedings.
  I.5
              Until
      entering this agreement the Concession Holder had not received any
      claims  from any ecological related
  authority.
  I.6
              No
      obligations with third parties have been acquired or subsist which may
      impede  this agreement from being
  signed.
  I.7.
              Any
      agreement previously entered among both parties will be replaced by
      the  voluntary and willing signing of this
      agreement.
  II. The Company states, by means of
its representative that:
  II.1
              It
      is a corporation constituted in public deed number 57,381 (fifty seven
      thousand  three  hundred and eighty one),volume 1,503 (one
      thousand five hundred and  three), granted before Carlos Cabrera
      Muñoz, head of public notary number 11  (eleven), residing in
      this municipality, and practicing within his notarial jurisdiction,
      on  the sixth day of march in the year 2002 (two-thousand and
      two), registered under  number 21, 564 (twenty one thousand five
      hundred and sixty four), volume 691 (six  hundred ninety one),
      commerce section, book 1 (one), at the Public Registry
      of  Commerce in the same city, on the 11 (eleventh) of March
      2002 (two thousand and  two), and under number 127 (one hundred
      twenty seven), page 64 (sixty four) before  volume XXXVII
      (thirty seven) of the Mining Corporations Book of the Mining
      Public  Registry, on the 15 (fifteenth) of April of 2002 (two
      thousand two).
  2
  II.2
              Any
      agreement previously entered among both parties will be replaced by
      the  voluntary and willing signing of this
      agreement.
  Based on
these Statements, both parties issue this agreement subject to the
following:
  CLAUSES
  FIRST.OPTION TO
BUY.The Concession Holder grants the Company an irrevocable and
exclusive option to buy (hereafter referred to as “Option to Buy”), so that
Company may acquire ownership of the Mining Concessions as well as any other
concession that may substitute any other concession, from the Concession
Holder.
  The
Option to Buy includes an irrevocable and exclusive option granted to the
Company by the Concession Holder to acquire any concession whose title is in
process or may be in process in the future by application of the Concession
Holder or any other person or company related to the Concession Holder in
relation to the lots located totally or partially within a 2 (two) kilometer
radius, counting from the exterior limits of any of the lots within the Mining
Concessions at the same price or considerations agreed to in this contract,
without the Company having to pay different or additional amounts. The option
mentioned in this paragraph may be put in effect by the Company within 60
(sixty) calendar days following the day in which the Concession Holder gives a
written notice to the Company that the concessions were issued. In all other
matters, this agreement will apply to the concessions in the second
paragraph.
  SECOND.TERMS OF
THE OPTION.For the purpose of the Option to Buy, both parties agree to
the following:
  a)
              The
      Company may exercise its option to buy in a period of up to 44 (forty
      four)  months (hereafter referred to as “Option Period”)
      counting from the date of the  signing of the public deed of the
      present agreement or confirmation of the signatures  of both
      parties by the attesting official (hereafter referred to as the “Signature
      Date”).
  b)
              Subject
      to the items stated in the Seventh clause in this contract, the purchase
      price  (“Purchase Price”) for the ownership of the Mining
      Concessions is the total amount  of $1,500,000.00 (one million
      five hundred thousand dollars 00/100) currency of the  United
      States of America (hereafter referred to as “US
  Dollars”).
  3
  c)
              The
      Concession Holder is obligated to sign a definite Sales Agreement with
      the  Company (“Definite Agreement”) for the ownership of the
      Mining Concessions at any   moment within the Option Period
      at the request of the Company, who will notify the  Concession
      Holder that it has exercised its option to Buy, at least 30
      (thirty)  calendar days in advance to the date in which both
      parties should sign de
  Definite  Agreement;
  d)
              The
      Concession Holder will transfer the ownership of the Mining Concessions
      and  the ownership of that mentioned in the second paragraph of
      the first clause free of  any liens and without limitations;
      and
  e)
              The
      Definite Agreement will be made effective in a public deed or will be
      confirmed  by the public notary that the Company
      chooses.
  THIRD.RIGHT TO
EXPLORE.The Concession Holder grants the company the exclusive and
irrevocable right to explore the Mining Lots during the Option Period, which
consist of, by way of information but not limited to, the geological,
geophysical reconnaissance, blasting, development and drilling of any kind,
tunnels, shafts, pits, and any other work the Company considers convenient to
find, quantify and exploit the mineral reserves that may exist in the Mineral
Lots. The Company will have, the right to take mineral samples from the Mining
Lots and withdraw these, as well as rough minerals and drilling samples for
metallurgic tests and other kinds of studies. It is agreed to, that the Company
may collaborate with, or employ third parties for the operations mentioned in
this clause. All of the exploration work will be carried out by the Company
directly or through contractors, without interfering with the Concession
Holder.
  The
Company will carry out the exploration on the Mining Lots at its sole discretion
during the Option Period and will invest on these lots the minimum amounts
established by Mining Laws.
  Both
parties agree that the Option to Buy is according to the exploration results on
the Mining Lots; therefore, this contract is strictly optional to the Company,
who may terminate it in advance, at any moment, under the terms stated in the
Thirteenth Clause.
  FOURTH.PAYMENTS
FOR THE OPTION TO BUY.During the Option Period, while the Option to Buy
is in force, the Company will pay the Concession Holder as a retribution for the
Option to Buy the following amounts indicated in US Dollars.
  4
  a)
      At the time of signing:
                    
                    
                    45,000.00b)
      On the 8th (eighth) month:
                    
                    
                    25,000.00c)
      On the 12th (twelfth) month:
                    
                    
                    25,000.00d)
      On the 16th (sixteenth) month:
                    
                    
                    25,000.00e)
      On the 20th
      (twentieth) month:
                    
                    
                    25,000.00f)
      On the 24th
      (twenty forth) month:
                    
                    
                    25,000.00g)
      On the 28th
      (twenty eighth) month:
                    
                    
                    25,000.00h)
      On the 32nd
      (thirty second) month:
                    
                    
                    25,000.00i)
      On the 36ht (thirty sixth) month:
                    
                    
                    25,000.00j)
      On the 40th
      (fortieth) month:
                    
                    
                    25,000.00k)
      On the 44th
      (forty fourth) month:
                    
                    
                    25,000.00
  The
company will retain the applicable income taxes for each of the payments above
mentioned, but the Company will compensate the Concession Holder with the same
amount of the retention on each case. So that the Company is obligated to
compensate the Concession Holder with that same amount, the Concession Holder
must demonstrate to the Company that it is registered with SAT (revenue system)
as an individual with commercial activities..
  FIFTH.COVENANTS
REGARDING THE PAYMENTS. In regards to all the payments mentioned in this
agreement, including but not limited to the retribution for the Option to Buy
and the Purchase Price, both parties agree to the following:
  a)
              The
      Company may issue the payments in the national currency, plus the value-
      added tax, which will be transferred at the moment of making each payment.
      The  conversion from US Dollars to national currency will be at
      the exchange rate  available to settle obligations in foreign
      currency within the Mexican Republic which  is published the
      Federal Register on the immediate working day before the
      payment  date, by means of a check payable to the Concession
      Holder.
  b)
              The
      Company will issue the payments to the Concession Holder, and the
      Company  is not responsible or will be responsible for the
      distribution of these payments  between the Concession Holder
      and the spouse;
  c)
              The
      Concession Holder will issue an invoice in favor of the Company for
      each  payment received from the Company, through a document that
      includes all the  applicable legal requirements established in
      fiscal matter.
  d)
              If
      the day on which the payment is due, is on a non-working day, the Company
      will  make the payment on the following working day.
      “Non-working day”, for this matter,  refers to obligatory days
      established by the Federal Labor
Law.
  5
  SIXTH.PAYMENT
OF THE PURCHASE PRICE.The Company will pay the Purchase Price to the
Concession Holder, on the signature and notarized confirmation date (“Purchase
Date”) of the Definite Contract, with the purpose of selling the ownership of
the Mining Concessions. The purchase price is fixed at US$1,500,000.00 (One
million five hundred US Dollars).
  The
Company will retain from the Concession Holder what should be retained for
income taxes for the payment of the Purchase Price, but the company will
compensate the Concession Holder for the same amount of the retention. So that
the Company is obligated to compensate the Concession Holder with that same
amount, the Concession Holder must demonstrate to the Company that it is
registered with SAT (revenue system) as an individual with commercial
activities.
  The
Concession Holder will transfer to the Company value added taxes for the
Purchase Price,
who after receiving these will issue an invoice to the Company that includes all
the applicable legal requirements established in fiscal matter.
  SEVENTH.DEDUCTION
OF PAYMENTS DURING THE OPTION TO BUY. Both parties agree that there will
be no deductions for the payments made by the Company towards the Purchase Price
according to the Fourth clause. If there should be a difference regarding the
Purchase Price once the Option to buy is in effect, such difference will be paid
to the Concession Holder by the Company on the Purchase Date.
  EIGHTH.THE
CONCESSION HOLDER’S OBLIGATIONS.During the period of the Option to Buy,
the Concession Holder is required to do the following:
  a)
              Not
      transfer or promise to transfer any rights related to the Mining
      Concession or  their
ownership;
  b)
              Not
      constitute or allow any constitution or impositions of liens on the
      Mining  concessions as well as any other obligations or
      conditions mentioned in I.4;
  c)
              Not
      issue rights or interests to third parties in relation to the Mining
      Concessions;
  d)
              Immediately
      notify the Company of any governmental letter or
      any  knowledgeable  claim, lawsuit or litigation to
      the Concession Holder in relation to the
      Mining  Concessions;
  e)
              Allow
      the Company to withdraw all the facilities, machinery and equipment
      belonging  to the Company or the Company contractors at any
      moment from the Mining Lots,  except for the permanent
      structures and improvements, supports and in general all  of the
      installations necessary for the security and stability during operations
      on the  Mining Lots, since the permanent assets will remain in
      benefit of the Concession  Holder in case the Company doesn’t
      execute its Option to Buy or Option to
Exploit;
  6
  f)
              Not
      obstruct the right to explore which the Concession Holder issues according
      to  this agreement and during the Period of the Option and
      equally not obstruct the  right to explore if the Company
      execute the Option to Explore, as it is defined
  ahead;
  g)
              Sign
      on time and timely deliver to the Company reports for the work sites or
      mining  work and any other documents needed to maintain the
      Mining Concessions valid,  without affecting how the Company
      signs these and presents them;
  h)
              Sign
      and deliver diligently to the Company any document, application, petition
      or  information required to be submitted to proper authorities
      by the Company in regards  to the Mining Concessions or the
      Lots.
  NINTH.THE
COMPANY’S OBLIGATIONS.During the Period for the Option to Buy and while
the Company carries out exploitation tasks according to the seventeenth clause,
the Company will be in charge of the following obligations;
  a)
              Carry
      out exploration tasks and, when the opportunity, exploitation tasks (if
      the  Option to Exploit is put in effect) on the Mining Lots
      according to the proper mining  techniques, using the most
      advanced technology in geology, drilling and exploitation  of
      minerals available in the Mexican Republic, according to the Company,
      in  compliance to the obligations established by the Mining Laws
      and its Regulations, as  well as the ecological and security
      statues that proceed for mining;
  b)
              Prepare
      and present, on its own and at its own cost, timely verification reports
      of the  sites and mining tasks carried out on the Mining Lots,
      which the Concession Holder  is obligated to sign on time
      according to the agreed on in the last
clause;
  c)
              Pay
      the Concession holder the amounts referred to in the Fourth clause of
      this  agreement, if the Company desires to keep its rights to
      purchase the Mining  Concessions; otherwise, the Concession
      holder could terminate the present  agreement in
      advance.
  d)
              Take
      the measures necessary to keep the Mining Concession valid as well as
      any  rights in relation, and carry out any measures required to
      assure that the Mining Lots  remain unaffected or free of liens
      due to the Companies exploration and
      exploitation  tasks;
  7
  e)
              Pay
      for the mining rights related to the Mining Concessions and the expenses
      from  governmental licenses required for exploration and, if
      possible, for exploitation (if the  Exploitation Option is put
      in effect) of the Mining Lots;
  f)
              Obey
      at all times the legal, federal, state, and municipal regulations that
      apply to  exploration operations on the Mining
    Lots;
  g)
              Request
      the registration of this agreement in the Public Registry for Mining, as
      well  as the Definite Agreement, if
  signed.
  TENTH.SURFACE
REDUCTION, GROUPING, DIVISION AND DISCONTINUANCE.During the Period of
Option to Buy and during the time in which the Company carries out jobs and
exploitation tasks under the seventeenth clause, the Concession Holder is
required not to perform any acts or subscribe any documents which may cause; i)
the reduction of the surface of any of the Mining Lots, ii) the grouping of any
of the Lots, iii) the division of the surface of any of the Lots or iv) the
discontinuance of any of the Mining Concessions.
  ELEVENTH.CONFIDENTIALITY.Except for the documents to be registered before the proper authorities
in relation to this agreement, or the information that may be required from
authorities or any other information that the Company may need to reveal to any
stock market, all of the agreements, documentation and information related to
this agreement will  remain confidential between its parties, assigns
and successors.
  The
Concession Holder must keep all information regarding the geological aspects,
drilling, mineral exploitation and or mining potential of the Mining Lots
strictly confidential. This includes any new information discovered by the
Concession Holder during and after the Option Period if the Company executes its
Option to Buy or if it executes its Exploitation Option.
  TWELFTH.TRANSFER
OF RIGHTS.The Concession Holder may only transfer the rights and
obligations related to this contract with the prior written consent of the
Company, which will not refuse the consent in an unjustified manner as long as
the successor involved is required to comply with all the terms and conditions
of the present contract. The concession holder authorizes the Company to
transfer the rights and obligations of this agreement, to the individual or
corporation it legally designates, which will only require a written notice from
the Company to the Concession Holder with 8 (eight) calendar days in advance
from the transfer, as long as the successor involved complies with all the terms
and conditions in this agreement.
  8
  THIRTEENTH.OPTIONAL
TERMINATION.Due to the unilateral nature of the Option to Buy and the
Exploitation Option, both parties agree that the Company holds the right to
terminate these at any moment and, upon termination, the rights and obligations
corresponding to the Company in regards to the exploration and exploitation of
the Mining Lots and payments shall also be terminated, in any case, without
notice or proof and without responsibility on behalf of the
Company.
  Based on
the optional termination mentioned in this clause, the Company will notify the
Concession Holder of its decision to terminate this agreement with 30 (thirty)
calendar days in advance, following which, the termination of the contract will
be in effect.
  Due to
the said optional termination:
  a)
              The
      company will cancel any payment scheduled in this agreement, among
      which  are, those agreed to in sections b) to k) of the Fourth
      clause, after the date in which  the Company has notified the
      termination in advance to the Concession
Holder;
  b)
              The
      Company will not claim the amounts paid to the Concession Holder, or
      the  permanent improvements, if they have already been made, on
      the Mining Lots;
  c)
              Any
      obligation of payments or mining rights on behalf of the Company will
      be  definitely concluded, under the understanding that the
      Company will totally cover the  mining rights within the
      semester in which the agreement is valid, regardless of
      the  date of the application to terminate, in other words, if
      the agreement is valid during  the first days of every semester,
      the Company is required to pay the full
  semester;
  d)
              Any
      obligation on behalf of the Company will be definitely concluded in
      regards to  the expenses, investments and presentation of work
      verification reports related to  this agreement, under the
      understanding that the Company shall provide the  Concession
      Holder with the information and documentation necessary to carry
      out  the report in case this agreement is terminated before the
      period by which this  obligation is required, according to
      mining legislature; and
  e)
              The
      Company will deliver to the Concession Holder within a period of no more
      than  sixty calendar days after the optional termination date:
      i) the documentation that  proves fulfillment of the obligations
      related to the Mining Concessions in regards  to  the
      presentation of mining verification reports and mining rights payments
      during  the  valid period of this
      contract.
  9
  FOURTEENTH.SUCCESSORS
AND ASSIGNS. The present agreement obligates and benefits the successors
and assigns authorized by the Concession Holder and the Company’s successors and
assigns.
  FIFTEENTH.SUSPENSION
OF FULLFILLMENT OF OBLIGATIONS. All of the Company’s obligations and the
scheduled periods of payments contained in this agreement, will be temporarily
suspended in  case of force majeure or unforeseen circumstances
including, among others, war, riots and, in general, any act of authority or
situation that prevents compliance with this agreement, so long as they are not
chargeable to the Company, being understood that the mentioned periods will be
postponed for a period equivalent to that in which they were prevented from
being complied.
  SIXTEENTH.EXPENSES
AND TAXES. The expenses and notaries fees related to this agreement and,
if applicable, to the Definite Agreement will be at the expense of the
Company.
  SEVENTEENTH.EXPLOITATION
OPTION. In case the Company does not put into effect its Option to Buy,
it may decide to exploit the Lots (before and hereafter referred to as
“Exploitation Option”) and, in exchange, pay the Concession Holder NSR (Net Smelter Return)royalties
of 1% (one percent), up to a maximum of US $3,000,000 (three million dollars,
currency of the United States of America), which will be calculated each
semester and paid to the Concession Holder within 30 (thirty) calendar days of
the end of the semester. For NSR royalties, in relation to this agreement, it is
understood that the net amount of money received by the Company for the sale of
ore, ore concentrate or other mineral products obtained from the Lots, to a
smelter or other buyer, tax deductions or import export rights, smelting charges
and or refining, charges for treatment or processing, sanctions or penalties and
any other charges on behalf of the buyer or smelter, and deductions made to
freight and insurance costs involved with the shipping of the products and
delivery to the buyer or smelter.
  The
Concession Holder will have 30 (thirty) calendar days to revise the manner in
which the Company calculated the payments mentioned in the paragraph immediately
above, counting from the date in which the Concession Holder has received them,
this revision will be at the expense of the Concession Holder. If the Concession
Holder fails to make the revision or does not have any objection to the amount
of the payment after having made the revision within 60 (sixty) calendar days,
the payment will be considered well calculated and done, and will be definite
and unable to be modified.
  10
  The
Company will retain any income taxes necessary from the Concession Holder for
each of the scheduled payments in this clause, but the Company will compensate
the Concession Holder with the same amount of the retention in each case. In
order for the Company to be obligated to compensate the Concession Holder with
this same amount, the Concession Holder must demonstrate to the Company that it
is registered with SAT (revenue system) as an individual with commercial
activities. After receiving the payments accordingly with this clause, the
Concession Holder will issue and deliver a fiscal invoice to the
Company.
  The
Company will have the option to put in effect its Exploitation Option at any
moment within the Option Period, in other words, at any moment while the Option
to Buy is valid.
  The
Company will be able to temporarily or definitely suspend the exploitation of
the Lots at any moment, at its sole discretion, without further requirements
than a written termination notice to the Concession Holder, indicating the day
as of which the suspension is effective. The Company is not required to justify
its decision when temporarily or definitely suspending the exploitation of the
Lots or is it required to pay for damages or compensate the Concession Holder,
spouse, nor any other person as a result of this suspension.
  All the
exploitation work will be carried out by the Company, directly or through
contractors, without involving the Concession Holder.
  If the
Company executes its Exploitation Option, the payments made by the Company to
the Concession Holder according to the fourth clause will be deducted from the
amount of US$3,000,000 (three million dollars, currency of the United States of
America) agreed to in this clause.
  The
Exploitation Option is exclusively in favor of the Company and unilateral being
that the Company is not obligated to put it into effect.
  EIGHTEENTH.
CONSENT AND
AUTHORIZATION.
  The
Concession Holder hereby irrevocably grants the Company the consent and
authorization necessary, in its judgment or according to the applicable laws, to
apply for permits, licenses, authorizations, favorable disclaimers, approval of
environmental impact and procedural risks declarations, authorization for change
of ground use, and any other act or document required to carry out the mining
tasks and work on the Lots, in a way that wouldn’t require any different or
additional consent or authorization from the Concession Holder for any these
purposes.
  11
  NINETEENTH.FAILURE
TO EXECUTE.Failure to execute on behalf of both parties in regards to
the obligations hereby included in this agreement, will grant the right to the
non-breaching party (the “Non-breaching Party”) for failure to execute any
provision, to obtain form the breaching party ( the “Breaching Party”) the
satisfaction of the corresponding  obligation. In such case, the
Non-breaching Party must notify the breach to the Breaching Party, in order for
the obligation to be met, within 30 calendar days after the Breaching Party has
received a notification; if the time period has passed and the failure continues
nor has a reasonable effort been made to cure the breach, the Non-breaching
Party will have the right, at its disposal, to cancel this agreement with a
notice within 3 (three) calendar days. In the event of a breach in the
obligations related to the payments mentioned in the Fourth clause, the only
reasonable effort is payment of the debt, under the terms mentioned in this
agreement.
  In the
event of a cancelation, on behalf of the Non-breaching Party will notify the
Breaching Party of the causes for the cancelation and the date as of which the
agreement is canceled, without a previous court order, and in this case, the
Breaching Party is obligated to satisfy the pending compensations and if the
Breaching Party is the Company, it should abandon the site within 30 (thirty)
calendar days without right to any legal or non-legal claims.
  TWENTIETH.WARNINGS
AND NOTIFICATIONS.All of the warnings and notifications that both
parties should exchange in regards to this agreement, will be written and in
either Spanish or English. In the event of a discrepancy between the versions in
English and Spanish, the Spanish version shall prevail. The warnings and
notifications will obligate the signees when delivered personally or sent by
means which assure the effective reception of the notification and provide
proof, and are properly addressed to the address stated in this agreement for
each party, which if not otherwise stated should be the following:
  If
to the Concession Holder and his/her spouse:
  ·Avenida Niños
      Héroes 111 Colonia Marisol CP 84160, Magdalena de Kino,
    Sonora
  If
to the Company:
  ·Lamberto
      Hernández N. 73 Poniente, Colonia Centro CP 83600, Caborca,
      Sonora
  TWENTY-FIRST.
MARITAL CONSENT.
  Mrs.
Bertha Elena Martinez Espinoza grants her irrevocable marital consent to the
Concession Holder for the purpose of entering this agreement and being required
to its terms, and, jointly with the Company, modify it as many times necessary
or convenient, without the repeated need of her consent.
  12
  TWENTY-SECOND.
THE APPLICABLE LEGISLATION. This contract is entered under the terms of
article 78 of the Code of Commerce; therefore, its nature is commercial and in
the event of controversy over issues not agreed on here within, mining
legislature and commercial legislature will apply, and supplementary, the
Federal Civil Code, for issues not foreseen in the legislatures before
mentioned. Both parties agree that the interpretation, compliance and execution
of this agreement, will be subject to the applicable laws and the competent
common law courts in Hermosillo, Sonora, renouncing to use any court which
because of present of future addresses or locations of assets could
apply.
  In
accordance with the provisions in this agreement, both parties enter and sign
this agreement in quadruplicate in Magdalena de Kino, Sonora, on the 4th of
April of 2008, two copied for each party, one for each Concession Holder and two
for the representative of the Company of which one will be for the Mining Public
Registry.
  THE
CONCESSION HOLDER
  /s/ Roberto Preciado
Soto
  Roberto
Preciado Soto
  /s/ Sra. Bertha Elena
Martinez Espinoza
  Sra.
Bertha Elena Martínez Espinoza
  THE
COMPANY
  /s/ Ignacio Limon
Gonzalez
  Oro
de Altar S. de R.L. de C.V.
  represented
by Ignacio Limón
González
  13
  Francisco
Alfonso Corella Zamudio, Public Notary number Eight, in practice within this
jurisdiction, certifies and :....................................................................................... .................................Certifies
.................. .................................. ... That
the present document, contains thirteen pages, useful only on
their front side, with prior revision of its content, was signed before me by
Roberto Preciado Soto, Bertha
Elena Martinez EspinozaandIgnacio Limón González,who
were sworn to tell the truth, state to adult Mexicans, Mr. Roberto Preciado Soto,a
miner, from this city of Magdalena de Kino, Sonora, where he was born on January
5th
1929, who resides at Avenida Niños Héroes 111; Mrs.Bertha Elena Martinez Espinoza,housewife, from this city of Magdalena de Kino, Sonora, where she was
born on January 28 of 1933, and who resides at the same address mentioned above;
and Mr. Ignacio Limón González,Public Accountant, from Guaymas, Sonora, where he was born on December
30, 1945. Who all identified themselves with picture voting identifications
number, 0131233120648, 013123120438 and 0419023700402 ....................................
.................................... ......This
certification is signed according to the terms stated in the second paragraph of
article Twenty six, of the current Notary Law, in Magdalena de Kino, State of
Sonora, Mexico, on the fourth of April of two thousand and eight. I hereby
certifiy........................
  Public
Notary Eight
  Lic
Franciso Alfonso Corella Zamudio
  14